ENTELLUS MEDICAL, INC. (NASDAQ:ENTL) Files An 8-K Results of Operations and Financial Condition
Item2.02.
|
Results of Operations and Financial Condition. |
On January5, 2017, Entellus Medical, Inc. (the Company) issued a
press release announcing certain management changes and
promotions and its preliminary unaudited revenue expectations for
the fourth quarter and full year 2016. The full text of the press
release issued in connection with the announcement is furnished
as Exhibit 99.1 to this report.
The Company is furnishing the information contained in Item2.02
of this report, including the portion of Exhibit 99.1 entitled
Preliminary and Unaudited Fourth Quarter and Full Year 2016
Revenue and the information related thereto, to Item2.02 of Form
8-K promulgated by the Securities and Exchange Commission (the
SEC). Such information shall not be deemed to be filed with the
SEC for the purposes of Section18 of the Securities Exchange Act
of 1934, as amended (the Exchange Act), or otherwise subject to
the liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as expressly set
forth by specific reference in such filing. By filing this report
and furnishing this information, the Company makes no admission
as to the materiality of any information contained in Item2.02 of
this report, including the portion of Exhibit 99.1 entitled
Preliminary and Unaudited Fourth Quarter and Full Year 2016
Revenue and the information related thereto.
Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December30, 2016, James D. Surek resigned as Vice President,
Sales of the Company effective as of January5, 2017. Tom
Williamson was promoted to Vice President, Sales and assumed
Mr.Sureks responsibilities.
In connection with Mr.Sureks resignation, the Company and
Mr.Surek entered into a separation and release agreement (the
Separation Agreement). Subject to the terms and conditions of the
Separation Agreement, and in consideration of Mr.Sureks
agreement, among other things, to perform, if requested, various
transition activities, refrain from hiring Company personnel for
a period of 12 months, and comply with certain non-competition,
non-solicitation and other obligations, the Company agreed to
make the following payments to Mr.Surek:
|
payment of all amounts and benefits accrued but unpaid through the resignation date; |
|
payment of his bonus for 2016 in the amount as calculated under the bonus plan and at such times as paid to other Company employees that are participants in such bonus plan; |
|
cash severance payment in the amount of $145,000, which is equal to six months of his base salary paid in one lump sum in the first regular payroll distribution on or after July5, 2017; and |
|
if timely elected, reimbursement of a portion of monthly COBRA continuation coverage premiums equal to the difference between the amount Mr.Surek pays for such coverage and the amount paid by a full-time active Company employee for the same level of coverage elected by Mr.Surek through July 2017 or until Mr.Surek has secured other employment, whichever occurs first. |
The Company also agreed to amend the option agreements evidencing
Mr.Sureks vested options to purchase Company common stock to
extend the post-termination exercise period for such options from
three months to six months. The Separation Agreement also
includes a general release of claims against the Company and its
subsidiaries and affiliates by Mr.Surek.
A copy of the Separation Agreement is attached to this report as
Exhibit 10.1 and is incorporated herein by reference. The above
description of the Separation Agreement is not intended to be
complete and is qualified in its entirety by the specific
language in the Separation Agreement.
A copy of the press release announcing certain management changes
has been filed as Exhibit 99.1 and is incorporated herein by
reference. The portion of the release entitled Preliminary and
Unaudited Fourth Quarter and Full Year 2016 Revenue and the
information related thereto shall not be deemed filed and are not
incorporated herein by reference.
Item9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits. |
|
|
|
|
|
|
Separation and Release Agreement dated as of December30, 2016 between Entellus Medical, Inc. and James D. Surek |
|
|
|
Press Release issued January5, 2017 |
About ENTELLUS MEDICAL, INC. (NASDAQ:ENTL)
Entellus Medical, Inc. is a medical technology company. The Company is focused on the design, development and commercialization of products for the minimally invasive treatment of patients who are suffering from chronic sinusitis. The Company’s XprESS family of products is used by ear, nose and throat (ENT) physicians to treat patients with symptomatic inflammation of the nasal sinuses by opening narrowed or obstructed sinus drainage pathways using balloon sinus dilation. The Company’s XprESS family of products is used to treat patients with inflammation of the frontal, ethmoid, sphenoid and maxillary sinuses. Its XprESS Multi-Sinus Dilation family of products consists of its XprESS Pro device, its XprESS LoProfile device and its XprESS Ultra device. The Company’s PathAssist tools provide ENT physicians with a way to confirm sinus location and XprESS device placement. Its FocESS Sinuscopes provide ENT physicians with a solution for endoscopic visualization during a sinus procedure. ENTELLUS MEDICAL, INC. (NASDAQ:ENTL) Recent Trading Information
ENTELLUS MEDICAL, INC. (NASDAQ:ENTL) closed its last trading session down -0.10 at 18.83 with 14,349 shares trading hands.
